SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of the Issuer)
DECADE COMPANIES INCOME PROPERTIES -- A LIMITED PARTNERSHIP
(Name of Person Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jeffrey Keierleber
c/o Decade Companies
Decade Companies Income Properties--A Limited Partnership
250 Patrick Boulevard, Suite 140
Brookfield, Wisconsin 53045-5864
with copies to
Conrad G. Goodkind, Esq.
Quarles & Brady
411 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
_________________________________________________________________
(Names, Addresses and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf
of Person Filing Statement.)
This Statement is filed in connection with
(check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of
1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to are preliminary copies: [ ]
____________________Calculation of Filing Fee____________________
Transaction valuation* Amount of Filing Fee
_________________________________________________________________
$7,021,457 $1,404.00
_________________________________________________________________
* For purposes of calculating the filing fee only. This amount
assumes the purchase of 17,466.31 Limited Partnership Interests
at a per Interest price of $402.00. The amount of the filing
fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of
the value of the securities subject to the tender offer.
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
This Rule 13e-3 Transaction Statement (the "Statement")
relates to an issuer tender offer by Decade Companies Income
Properties -- A Limited Partnership (the "Partnership") to
purchase outstanding limited partnership interests (the
"Interests") upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 24, 1996 (including
the annexes thereto, the "Offer to Purchase"), and in the related
Letter of Acceptance (which together constitute the "Offer"),
copies of which are filed as Exhibits (d)(1) and (d)(2) hereto,
respectively. This Statement is being filed by the Partnership.
Capitalized terms used in this Statement and not defined herein
shall have the meanings set forth in the Offer to Purchase.
Concurrently with the filing of this Statement, the
Partnership is filing with the Securities and Exchange
Commission, a Schedule 13E-4 Issuer Tender Offer Statement. A
copy of the Offer to Purchase is attached as Exhibit (d)(1)
thereto. The information contained in the Offer to Purchase is
incorporated by reference in answer to the items of this
Statement and the Cross Reference Sheet set forth below shows the
location in the Offer to Purchase of the information required to
be included in response to the items of this Statement. The
information contained in the Offer to Purchase, including all
exhibits and annexes thereto, is hereby expressly incorporated by
reference and the responses to each item herein are qualified in
their entirety by reference to the information contained in the
Offer to Purchase and the exhibits and annexes thereto.
CROSS REFERENCE SHEET
(Pursuant to General Instruction to Schedule 13E-3)
Item of Location in Offer to Repurchase
Schedule 13E-3 (for incorporation by reference)
Item 1. Issuer and Class of Security Subject to the
Transaction.
(a) "The Partnership--Background of the Partnership."
(b) "The Partnership--Background of the Partnership."
(c) "Lack of Market and Distributions."
(d) "Lack of Market and Distributions."
(e) Not Applicable.
(f) Not Applicable.
Item 2. Identity and Background.
This Schedule 13E-3 is being filed only by the Partnership, the
issuer of the class of securities which is the subject of this
Rule 13e-3 transaction.
(a)-(d) "The Partnership--Background of the Partnership."
(e)-(f) During the past five years, neither the Partnership nor
any of the persons enumerated in General Instruction C
to Schedule 13E-3 has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent
jurisdiction, and, as a result of such proceeding, was
or is subject to a judgment, decree or final order
enjoining further violation of, or prohibiting
activities subject to, federal or state securities laws
or finding any violation of such laws.
(g) All relevant persons are citizens of the United States
of America.
Item 3. Past Contacts, Transactions or Negotiations.
(a) Not Applicable as the Schedule is being filed by the
issuer alone.
(b) "The Partnership--Interests of Certain Persons in the
Offer."
Item 4. Terms of the Transaction.
(a) "The Offer."
(b) "The Offer--Proration Rights."
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) "The Partnership--Certain Effects of the Offer;" "The
Partnership--Conduct of the Partnership After the
Offer."
Item 6. Source and Amount of Funds or Other Consideration.
(a)-(d) "Financing the Offer."
Item 7. Purposes, Alternatives, Reasons and Effects.
(a)-(c) "The Partnership--Background for the Offer."
(d) "The Partnership--Certain Effects of the Offer."
Item 8. Fairness of the Transaction.
(a)-(f) "The Partnership--Determination of the Offer Price."
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) "The Partnership--August 1996 Appraisal of Pelican
Sound; September 1996 Appraisal of Meadows II; April
1996 Appraisal of Town Place;" "The Partnership--
Opinion of The Valuations Group."
Item 10. Interest in Securities of the Issuer.
(a)-(b) "Security Ownership."
Item 11. Contracts, Arrangements or Understandings with Respect
to the Issuer's Securities.
"The Partnership--Interests of Certain Persons in the
Offer."
Item 12. Present Intention and Recommendation of Certain Persons
with Regard to the Transaction.
(a) "The Partnership--Interests of Certain Persons in the
Offer."
(b) "Security Ownership;" "The Offer."
Item 13. Other Provisions of the Transaction.
(a) "The Offer."
(b)-(c) Not Applicable.
Item 14. Financial Information.
(a) "Financial Statements."
(b) "Pro Forma Financial Data."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) "The Offer;" "Financing the Offer--Estimated Costs and
Fees."
Item 16. Additional Information.
The Offer, the Annex and Exhibits attached hereto.
Item 17. Material to be filed as Exhibits
(a) Not Applicable
(b) (1) Fairness opinion of The Valuations Group (attached as
Annex D to the Offer to Purchase).
(2) Appraisal of Pelican Sound, Report Letter dated August
28, 1996, of Riggins, Atkinson, Combs, and Associates,
Inc. (attached as Annex A to the Offer to Purchase).
(3) Appraisal of The Meadows II, Report Letter dated
September 25, 1996, of T.M. Warner MAI, SRA (attached
as Annex B to the Offer to Purchase).
(4) Appraisal of Town Place, Report Letter dated April 15,
1996, of Riggins, Atkinson, Combs, and Associates, Inc.
(attached as Annex C to the Offer to Purchase).
(c) Not Applicable.
(d) (1) Offer To Purchase, dated October 24, 1996.
(2) Letter of Acceptance.
(3) Cover letter to Limited Partners, dated October 24,
1996.
(e) Not Applicable.
(f) Not Applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: October 24, 1996.
DECADE COMPANIES INCOME PROPERTIES
-- A LIMITED PARTNERSHIP
BY: /s/Jeffrey Keierleber
Jeffrey Keierleber, General
Partner of Decade Companies,
General Partner of the
Partnership